Section 1312. Actions or special proceedings by unauthorized foreign corporations

(a) A  foreign  corporation  doing  business  in  this  state  without
  authority  shall  not  maintain any action or special proceeding in this
  state unless and until  such  corporation  has  been  authorized  to  do
  business  in  this state and it has paid to the state all fees and taxes
  imposed under the tax law or any related statute, as defined in  section
  eighteen  hundred of such law, as well as penalties and interest charges
  related thereto, accrued against the corporation. This prohibition shall
  apply to any successor in interest of such foreign corporation.
    (b) The failure of a foreign corporation to  obtain  authority  to  do
  business  in this state shall not impair the validity of any contract or
  act of the foreign corporation or the right of any other  party  to  the
  contract to maintain any action or special proceeding thereon, and shall
  not prevent the foreign corporation from defending any action or special
  proceeding in this state.